|
             
CONTACT US:
Write: Phone Important Disclosures, Trademarks, and Privacy Statement Users of this site agree to be bound by the National Visa Service Web Sites' Conitions of use. ©®™ |
NVS Affiliate Network Agreement Effective
Date: 11/1/00 Read this
carefully before submitting the application (the "Application") for
participation in the NVS Affiliate Network Program (the "Program"). This is a binding
agreement (the "Agreement") between the individual
submitting the Application or the entity on whose behalf the Application is
being submitted ("you" and "your")
and NATIONAL VISA SERVICE, INC. ("NVS"). By
submitting the Application, you hereby ACCEPT AND AGREE to all of the terms and
conditions set forth in this Agreement. 1. Application Process. By submitting the
Application you are expressing your desire to participate in the Program
through which you may promote certain NVS products and services and are
compensated for the number of qualified individuals that use such products and
services as a direct result of your promotion. As part of the Application you
must submit the principal address of your web site (the "Website")
upon which you desire to place the NVS Promos (as defined in Section 2). You
represent and warrant that: (i) the information submitted in the Application is
truthful and accurate; (ii) the person submitting the Application is at least
18 years old; (iii) in the event you are an entity, the person submitting the
Application has the full right, power and authority to enter into this
Agreement on behalf of such entity; and (iv) the execution of this Agreement by
such person, and the performance by you of your obligations and duties
hereunder, do not and will not violate any agreement to which you are a party
or by which you are otherwise bound. You acknowledges that NVS makes no representations,
warranties or agreements related to the subject matter hereof that are not
expressly provided for in this Agreement. NVS will evaluate the Application and
will notify you of NVS's acceptance or rejection of the Application in a timely
manner. NVS may reject the Application if the Website is deemed in NVS's sole
discretion to be unsuitable for the Program. Unsuitable web sites include, but
are not limited to, those that: 1.1 Contain sexually explicit or obscene
materials, or materials that are otherwise deemed offensive, including, without
limitation, hate or violence; 1.2 Advocate discrimination based on race, sex,
religion, nationality, disability, sexual orientation, or age. 1.3 Promote or engage in illegal activities; 1.4 Violate intellectual property rights of third
parties; 1.5 Contain or promote deceptive information; 1.6 Violate NVS's "Privacy Policy"
available at [LINK] as may be modified from time to time by NVS in its sole discretion.
2. Linking With, and Use of,
NVS Promos. In the event your Application is accepted by NVS, you may use (to
the extent provided in Article 4 below) the electronic graphic artwork and
corresponding links to NVS products including the special promotion identifier
and all HTML thereto (the "NVS Promos") available at
[LINK] (the "Reporting
Site") as necessary to participate in the Program. NVS will
provide the HTML for such links at the Reporting Site, including a special
promotion identifier that will make possible tracking and reporting of all Paid
Entries (as defined in Section 5) acquired through your Website. It is your
responsibility to integrate the NVS Promos into your Website properly in
accordance with the instructions available at the Reporting Site, and NVS shall
not be liable to you with respect to your failure properly to integrate the NVS
Promos into your Website, including to the extent such failure may result in
any reductions of amounts that would otherwise be paid to you under this
Agreement. You agree not to modify any NVS Promos in any way without the
express written permission of NVS. You may only display the NVS Promos on your
Website, and if you have multiple web sites other than the Website, you must
submit an Application for each such web site to display the NVS Promos on such
web site. Without limiting the foregoing, you shall not promote or otherwise
announce the availability of the NVS Promos on your Website anywhere other than
within your Website, including but not limited to using the NVS Promos in
e-mail and promoting or otherwise announcing the availability of the NVS Promos
on your Website through e-mail. 3. Your Website. You are solely
responsible for, and NVS hereby disclaims all liability for, the development,
operation and maintenance of, and all costs associated with, your Website, any
content thereon and any equipment therefor. You hereby agree that your Website
shall not, in any way, copy or resemble the look and feel of, or create the
impression that it is, part of the NVS Service or any of NVS's or its
affiliates' or subsidiaries' web sites. You agree that your Website shall at
all times during the Term of the Agreement comply with the policies identified
in Section 1.7, and shall not engage in any of the activities listed in
Sections 1.1 through 1.6. 4. Limited License to Use
NVS Promos. NVS hereby grants to you a nonexclusive, revocable license to
display on your Website the NVS Promos solely as necessary for, and for the
purpose of, promoting the products and/or services associated with the NVS
Promos as set forth at the Reporting Site and identifying you as a participant
in the Program. To the extent, if any, that NVS Promos contain NVS's
trademarks, service marks or trade names, you shall not use such marks in a
manner that might be deemed to create a unitary composite mark. You agree not
to use the NVS Promos in a manner that is, or otherwise include materials on
your Website that are, disparaging of NVS. NVS reserves all proprietary rights
in and to the NVS Promos not expressly granted herein. You agree this license
can be revoked at any time for any or no reason upon notice by NVS to you
(regardless of termination of this Agreement) and you agree upon receipt of
such notice immediately to cease using all NVS Promos. 5. Payments 5.1 Referral Fees. On a monthly basis,
within thirty (30) days after the end of each calendar month, NVS shall pay you
a "Fee" for each Qualified New Member who registered
for a type of plan for the NVS Service set forth below directly from a link
within the NVS Promos on your Website using the special promotion identifier
and thereafter became a Qualified New Member in such month. "Qualified
New Member" means any person or entity who registers for the NVS
Service during the Term as a direct result of your promotion of the NVS Service
by linking from one of the NVS Promos on your Website using your special
promotional identifier and who pays the then-standard fees required for
membership to the NVS Service through at least two (2) consecutive billing
cycles (excluding any standard free trial period). The minimum Fee for the each
of the following type(s) of plans for the NVS Service is as follows:
NVS may choose to offer you a higher Fee for a
particular period of time or for particular types of NVS Service. NVS will either
provide you notice of such higher Fee to the e-mail address in your Application
or will post notice of such higher Fee on the Reporting Site. You acknowledge
that NVS may offer a Fee to other participants in the Program that is higher
than the Fee you receive. Nothing in the foregoing shall limit NVS's ability to
lower the minimum Fee contained herein in accordance with Article 7. 5.2 Monthly Bonus. In addition to the
Fees above, within thirty (30) days after the end of each calendar month, NVS
will pay you a bonus for each calendar month in which the number of Paid
Entries for which NVS paid a Fee to you pursuant to Section 5.1 for such month
exceeds twenty-four. The amount of such bonus shall be as follows:
5.3 Annual Bonuses. In addition to the
Fees above, within thirty (30) days after the end of the calendar year, NVS
will pay you $20,000 for every 5,000 Paid Entries obtained through the NVS
Promos on your Website using your special promotion identifier during such
calendar year (e.g. NVS will pay you $40,000 if 14,999 Paid Entries are
acquired during a calendar year). 5.4 Liability for payment. NVS's sole obligation
in regards to remitting payment to you for the payments described in Sections
5.1 through 5.3 shall be to mail such payment to the address submitted to NVS
in the Application or in the event your address changes, to the address
thereafter submitted at the Reporting Site. You are solely responsible for
assuring your address of record is current and correct. In the event a payment
sent to such address is returned to NVS for any reason other than an error in
such address on the part of NVS, you hereby waive any rights to receive such
payment. NVS shall not be liable for any payment to you if NVS deems that you
have engaged in any fraudulent or criminal activity in connection with the
Program. 5.5 Cancellations. Notwithstanding anything to the contrary stated herein:
(1) If a Paid Entry is cancelled prior to NVS's payment to you of the related
Fee, you shall not receive the related Fee, and (2) If a Paid Entry is cancelled
after NVS's payment to you of the related Fee, at NVS's option NVS may either
deduct the amount of the previously paid Fee from your next monthly Fee payment
or bill you directly for the repayment, to NVS, of the Fee.
6. Reporting. Through the Reporting
Site NVS shall provide you with monthly reports setting forth the number of
impressions that your Website generated of the NVS Promos, clickthroughs to an
NVS web site that were generated from NVS Promos on your Website, and Paid
Entries obtained by NVS through your Website in the preceding month. NVS may in
its sole discretion permit you to use the “Flextrack” technology to transmit to
NVS or its agent certain data selected by you (the “Data”) in connection with
data transmitted during interaction with the NVS Promos that will permit
additional reporting through the Reporting Site (e.g., if the Data is a preference,
sorting Paid Entries by such preference). In the event NVS permits transmission
of such Data you represent, warrant and agree that the Data cannot and shall
not be used to identify persons or entities: (i) that interact with the NVS
Promos, (ii) that register for the NVS Service, or (iii) as NVS Members. NVS
shall also provide monthly reports detailing the monthly volume bonuses that
are due to you. Also, on a calendar year basis, NVS will provide a report
detailing any annual bonus that is due to you. The form, content and timing of
the foregoing reports may vary from time to time in NVS’s sole discretion. 7. Modification of This
Agreement. NVS may modify any terms and conditions in this Agreement,
including any amounts payable as Fees and bonuses under Article 5, at any time
in its sole discretion by posting a notice or a new Agreement on the Reporting
Site, but such new Agreement shall be effective no sooner than five (5) days
after such notice or new Agreement is posted on the Reporting Site. YOUR SOLE
REMEDY AND RECOURSE IN THE EVENT ANY SUCH MODIFICATION IS UNACCEPTABLE TO YOU
IS TO TERMINATE THIS AGREEMENT, PROVIDED THAT NVS SHALL PAY TO YOU ALL AMOUNTS
DUE TO YOU PRIOR TO YOUR TERMINATION IN ACCORDANCE WITH SECTION 11.1.
Notwithstanding the five (5) day notice period for termination provided in
Article 9, such termination by you in the event of a modification shall be
effective immediately upon receipt by NVS of notice thereof. Your continued
participation in the Program after such five (5) day period has passed shall
constitute acceptance of the modifications. 8. Press Releases;
Publicity. You may not announce your use of the NVS Promos on your Website
unless you first receive NVS's prior written approval of such announcement. NVS
may announce your use of the NVS Promos on your Website in its sole discretion.
9. Term and Termination. This Agreement shall
be effective on the date NVS accepts the Application and shall continue until
either party terminates this Agreement as set forth herein (the "Term").
Either party may terminate this Agreement at any time for any or no reason upon
five (5) days notice, (i) in the case of termination by NVS, to you at either,
at NVS's option, the e-mail address contained in the Application or by posting
such notice on the Reporting Site, and (ii) in the case of termination by you,
to NVS at the following email address: Affiliate@nationalvisaservice.com. Notwithstanding the
foregoing, NVS may terminate this Agreement immediately in the event you breach
this Agreement. 10. Limitation of Liability;
Disclaimer; Indemnification. 10.1 Liability. UNDER NO CIRCUMSTANCES
WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING IN CONNECTION WITH THIS
AGREEMENT, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES (COLLECTIVELY, "DISCLAIMED DAMAGES");
PROVIDED THAT YOU SHALL REMAIN LIABLE TO NVS TO THE EXTENT ANY DISCLAIMED
DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION
PURSUANT TO SECTION 10.3. IN NO EVENT SHALL THE LIABILITY OF NVS IN CONNECTION
WITH THIS AGREEMENT FOR DAMAGES NOT EXCLUDED IN THE IMMEDIATELY PRECEDING
SENTENCE EXCEED THE AMOUNT PAID OR PAYABLE BY NVS TO YOU UNDER THIS AGREEMENT. 10.2 No Additional Warranties. YOUR WEBSITE (EXCEPT
AS PROVIDED IN SECTION 1), ALL OF NVS'S AND ITS AFFILIATE'S WEB SITES, THE NVS
PROMOS, THE NVS SOFTWARE AND NVS SERVICE (COLLECTIVELY, "SUBJECT
MATTER") ARE PROVIDED "AS IS" AND "AS
AVAILABLE." EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY
MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY, REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUBJECT MATTER, INCLUDING ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND
IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. 10.3 Indemnification. You agree to defend,
indemnify and hold harmless NVS, its subsidiaries and affiliates, and their
respective officers, directors, agents, distributors, franchisees and employees
against any loss, damage, expense, or cost, including reasonable attorneys fees
(including allocated costs for in-house legal services) arising out of any
claim, demand, action, suit, investigation, arbitration or other proceeding by
a third party ("Liabilities") based on (i) your
material breach of any covenant, duty, representation, or warranty of this
Agreement, (ii) materials contained on your Website (including any allegation
that such materials infringe a third party's proprietary rights), (iii) or
otherwise related to the Data, and (iv) or otherwise related to your Website
and the content thereon. 11. Miscellaneous. 11.1 Survival. Article 10 and Section
11.2, 11.4 shall survive the expiration or termination of this Agreement.
Additionally, to the extent this Agreement is not terminated as a result of
fraud relating to the Program by you or otherwise as a result of your breach of
this Agreement, NVS's obligation to pay Fees and other bonuses under Article 5
shall survive for so long as is necessary to account for Fees and other bonuses
generated from Paid Entries properly registered prior to the date of
termination. 11.2 Applicable Law; Jurisdiction. This Agreement will be
interpreted, construed and enforced in all respects in accordance with the laws
of the State of California except for its conflicts of law principles.
Each party irrevocably consents to the exclusive jurisdiction of the courts of
the State of California and the federal courts situated in the
State of California, in connection with any action to enforce the
provisions of this Agreement, to recover damages or other relief for breach or default
under this Agreement, or otherwise arising under or by reason of this
Agreement. 11.3 Solicitation of NVS Services. You will not send
unsolicited, commercial e-mail (i.e., "spam") through or into NVS's
products or services, absent a Prior Business Relationship. For purposes of
this Agreement, a "Prior Business Relationship" will
mean that the NVS Member to whom commercial e-mail is being sent has
voluntarily either (i) engaged in a transaction with you other than registering
to receive the NVS Service through an NVS Promo provided on your Website or
(ii) provided information to you through a contest, registration, or other
communication, which included clear notice to the NVS Member that the
information provided could result in commercial e-mail being sent to that NVS
Member by you or its agents. Any commercial e-mail or other online
communications to NVS Members that are otherwise permitted hereunder, shall (a)
include a prominent and easy means to "opt-out" of receiving any
future commercial communications from you, and (b) shall also be subject to
NVS's then-standard restrictions on distribution of bulk e-mail (e.g., related
to the time and manner in which such e-mail can be distributed through or into
the NVS product or service in question). 11.4 Excuse. Neither party will be liable for, or be
considered in breach of or default under this Agreement on account of, any
delay or failure to perform as required by this Agreement as a result of any
causes or conditions which are beyond such party's reasonable control and which
such party is unable to overcome by the exercise of reasonable diligence. 11.5 No Waiver. The failure of either
party to insist upon or enforce strict performance by the other party of any
provision of this Agreement or to exercise any right under this Agreement will
not be construed as a waiver or relinquishment to any extent of such party's
right to assert or rely upon any such provision or right in that or any other
instance; rather, the same will be and remain in full force and effect. 11.6 Assignment. You shall not assign
this Agreement or any right, interest or benefit under this Agreement without
the prior written consent of NVS. 11.7 Injunctive Relief; Remedies. You acknowledge a
violation of this Agreement could cause irreparable harm to NVS for which
monetary damages may be difficult to ascertain or an inadequate remedy. You
therefore agree that NVS will have the right, in addition to its other rights
and remedies, to seek and obtain injunctive relief for any violation of this
Agreement. Except where otherwise specified, the rights and remedies granted to
a party under this Agreement are cumulative and in addition to, and not in lieu
of, any other rights or remedies which the party may possess at law or in
equity. 11.8 Disputes. Any dispute relating
in any manner to this Agreement, including, but not limited to, NVS’s
performance of its duties hereunder, shall be submitted to arbitration in Santa
Barbara, California, except that, to the extent that you have in any manner
violated or threatened to violate NVS’s intellectual property rights, NVS may
seek injunctive or other appropriate relief in any state or federal court in
the State of California, and you consent to such exclusive jurisdiction and
venue in such courts. Arbitration under
this Agreement shall be conducted under the rules then prevailing of the American Arbitration
Association. The arbitrator’s award
shall be binding and may be entered as a judgment in any court of competent
jurisdiction. To the fullest extent
permitted by applicable law, no arbitration under this Agreement shall be
joined to an arbitration involving any other party subject to this Agreement,
whether through class action arbitration proceedings or otherwise.
11.10 Severability. If any provision of
this Agreement shall be declared by any court of competent jurisdiction or any
arbitrator to be illegal, void or unenforceable, all other provisions of this
Agreement shall not be affected and shall remain in full force and effect. 11.11 Force Majeure; Service Interruption. Except as otherwise expressly provided in this Agreement, NVS
shall not be liable for any breach of this Agreement or for any delay or
failure of performance resulting from any cause beyond NVS’s reasonable
control, including without limitation, government regulations, the weather,
strikes or labor disputes, or acts of God.
Certain technical difficulties may, from time to time, result in service
interruptions on the NVS Website. You
agree not to hold NVS responsible for the consequences of such interruptions. 11.12 Confidentiality. Except as otherwise provided in this Agreement or with the written consent of the other party hereto, each of the parties agrees that all information including, without limitation, business and financial information, customer and vendor lists, and pricing and sales information, concerning NVS or you, respectively, shall be deemed to be strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent necessary to exercise rights and perform obligations arising under this Agreement. The foregoing restrictions will not apply to information to the extent it (i) was known to the receiving party at the time of disclosure; (ii) has become publicly known through no wrongful act of the receiving party; (iii)_has been received from a third party under no obligation to the disclosing party; (iv) required to be disclosed by court or otherwise required by law if the receiving party has given the disclosing party a reasonable opportunity to contest the scope of such required disclosure. 11.13 Acknowledgment. You acknowledge that
you have read this Agreement and agreed to all the terms and conditions. You
understand that NVS may at any time (directly or indirectly) solicit customer
referrals on terms that may differ from those contained in this Agreement, and
NVS and its affiliates and subsidiaries may operate web sites that compete with
your Website. 12. Other Definitions. 12.1 "Paid Entry" means any entry into
the U.S. Diversity Program (Green Card Lottery) placed through National Visa
Service for which a fee has been paid. 12.2 "NVS Network" means the NVS Service
and any other product or service owned, operated, distributed or authorized to
be distributed by or through NVS or its affiliates or subsidiaries worldwide
(including, without limitation, the e-mail network contained therein). 12.3 "NVS Service" means the U.S. version
of the NATIONAL VISA SERVICE® brand commercial
U.S. Immigration Service. 12.4 "NVS Software" means the proprietary
software used to connect to and use the U.S. version of the NATIONAL VISA
SERVICE® brand service. Find out what other U.S. Visas you can get! Try VisaQuik™ it's free! APPLY | HOME | GREEN CARD LOTTERY | SEMINAR | BOOKS | VISA QUIK | LEGAL SERVICES | FAQS | GREENCARD WINNERS | FREE ENTRY DAILY DRAWING | FREE ENTRY DAILY WINNERS | NEWS | ABOUT NVS | LINKS TO AMERICA | PHOTO-ALBUM OF GREEN-CARD WINNERS | INVESTMENT VISAS | PARTNER WITH NVS |
|